Community Health Systems, Inc. Announces Commencement of Tender Offer for 8.000% Senior Secured Notes Due 2026
11 Décembre 2023 - 8:33PM
Business Wire
Community Health Systems, Inc. (the “Company”) (NYSE: CYH) today
announced that its wholly owned subsidiary, CHS/Community Health
Systems, Inc. (the “Issuer”), has commenced a cash tender offer
(the “Tender Offer”) for up to $735 million of the Issuer’s
approximately $2,101 million aggregate principal amount outstanding
8.000% Senior Secured Notes due 2026 (the “2026 Notes”), on the
terms and subject to the conditions set forth in the Issuer’s Offer
to Purchase dated December 11, 2023.
The Tender Offer will expire at 5:00 p.m., New York City time,
on January 10, 2024 (the “Expiration Time”), unless extended or
earlier terminated by the Issuer. The Issuer reserves the right to
amend, extend or terminate the Tender Offer at any time subject to
applicable law.
Certain information regarding the 2026 Notes and the terms of
the Tender Offer is summarized in the table below.
Title of Security
CUSIP Number(1)
Principal Amount
Outstanding
Tender Cap
Total Consideration(2)
Early Tender
Payment(2)
Tender Offer
Consideration(2)
8.000% Senior Secured Notes due
2026
12543D BC3
U17127 AL2
$2,100,809,000
$735,000,000
$1,000.00
$30.00
$970.00
(1)
CUSIPs are provided for the convenience of
Holders. No representation is made as to the correctness or
accuracy of such numbers.
(2)
Per $1,000 principal amount of 2026 Notes
accepted for purchase. Holders who validly tender and do not
validly withdraw their 2026 Notes and whose 2026 Notes are accepted
for purchase in the Tender Offer will also be paid accrued and
unpaid interest from and including the interest payment date
immediately preceding the applicable settlement date to, but not
including, the applicable settlement date.
Each holder who validly tenders, and does not validly withdraw,
its 2026 Notes on or prior to 5:00 p.m., New York City time, on
December 22, 2023, unless extended (such date and time, as the same
may be extended, the “Early Tender Deadline”) will be entitled to
an early tender payment, which is included in the total
consideration above, of $30.00 for each $1,000 principal amount of
2026 Notes validly tendered by such holder, if such 2026 Notes are
accepted for purchase pursuant to the Tender Offer.
Holders validly tendering, and not validly withdrawing, 2026
Notes after the Early Tender Deadline and on or before the
Expiration Time will be eligible to receive only the tender offer
consideration, which represents the total consideration less the
early tender payment.
In addition, holders whose 2026 Notes are accepted for payment
in the Tender Offer will receive accrued and unpaid interest from
the last interest payment date to, but not including, the
applicable settlement date for their 2026 Notes purchased pursuant
to the Tender Offer. The 2026 Notes tendered prior to 5:00 p.m.,
New York City time, on December 22, 2023 (the “Withdrawal
Deadline”), may be withdrawn at any time prior to the Withdrawal
Deadline. 2026 Notes tendered after the Withdrawal Deadline may not
be withdrawn.
Subject to the satisfaction or waiver of certain conditions, the
Issuer reserves the right, following the Early Tender Deadline, to
accept for purchase prior to the Expiration Time all Notes validly
tendered on or prior to the Early Tender Deadline (the “Early
Settlement Election”). The Issuer will announce whether it intends
to exercise the Early Settlement Election (the “Early Settlement
Announcement”) following the Early Tender Deadline. If the Issuer
exercises the Early Settlement Election, it will pay the total
consideration promptly following the Early Settlement Announcement,
which is currently expected to occur on December 28, 2023, subject
to all conditions of the Tender Offer having been satisfied or
waived by the Issuer (the “Early Settlement Date”), plus accrued
and unpaid interest on the purchased 2026 Notes from the interest
payment date for the 2026 Notes immediately preceding the Early
Settlement Date to, but not including, the Early Settlement
Date.
The Issuer’s obligation to accept for purchase, and to pay for,
2026 Notes validly tendered and not validly withdrawn pursuant to
the Tender Offer is subject to the satisfaction or waiver of
certain conditions, including, among others, the condition that the
Issuer has completed a debt financing on terms and conditions
satisfactory to it yielding gross cash proceeds of $735 million or
more (the “Financing Condition”). The complete terms and conditions
of the Tender Offer are set forth in the Tender Offer documents
that are being sent to holders of 2026 Notes. Holders of 2026 Notes
are urged to read the Tender Offer documents carefully.
The Issuer has retained Citigroup Global Markets Inc. to act as
dealer manager in connection with the Tender Offer. Questions about
the Tender Offer may be directed to Citigroup Global Markets Inc.
at (800) 558-3745 (toll free) or (212) 723-6106 (collect). Copies
of the Tender Offer documents and other related documents may be
obtained from Global Bondholder Services Corporation, the
depositary and information agent for the Tender Offer, at (855)
654-2015 (toll free) or (212) 430-3774 (collect) or email
contact@gbsc-usa.com.
The Tender Offer is being made solely by means of the Tender
Offer documents. Under no circumstances shall this press release
constitute an offer to purchase or sell or the solicitation of an
offer to purchase or sell the 2026 Notes or any other securities of
the Issuer or any other person, nor shall there be any offer or
sale of any 2026 Notes or other securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In addition, nothing
contained herein constitutes a notice of redemption of the 2026
Notes. No recommendation is made as to whether holders of the 2026
Notes should tender their 2026 Notes.
Forward-Looking Statements
This press release may include information that could constitute
forward-looking statements. These statements involve risk and
uncertainties. The Company undertakes no obligation to revise or
update any forward-looking statements, or to make any other
forward-looking statements, whether as a result of new information,
future events or otherwise, except as otherwise required by
law.
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version on businesswire.com: https://www.businesswire.com/news/home/20231211314625/en/
Investor Contacts: Kevin J. Hammons, 615-465-7000
President and Chief Financial Officer or Anton Hie, 615-465-7012
Vice President – Investor Relations
Media Contact: Tomi Galin, 615-628-6607 Executive Vice
President, Corporate Communications, Marketing and Public
Affairs
Community Health Systems (NYSE:CYH)
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